SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
December 13, 1996
Date of Earliest Event Reported
COMDISCO, INC.
(a Delaware Corporation)
6111 North River Road
Rosemont, Illinois 60018
Telephone (708) 698-3000
Commission file number 1-7725
I.R.S. Employer Identification Number 36-2687938
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.01 Second Supplemental Agreement made on October 24, 1996 between
Comdisco, Inc. National Westminster Bank PLC, Credit Lyonnais,
Deutsche Bank A.G. and Union Bank of Switzerland and the banks
thereto.
10.02 Supplemental Agreement made on December 29, 1995 between
Comdisco, Inc. National Westminster Bank PLC, Credit Lyonnais,
Deutsche Bank AG and Union Bank of Switzerland and the banks
thereto.
10.03 Eighth Supplemental Agreement made on December 29, 1995
between National Westminster Bank PLC, Credit Lyonnais,
Deutsche Bank AG and Union Bank of Switzerland and the banks
thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
COMDISCO, INC.
Date: December 13, 1996 by: /s/ David J. Keenan
-------------------
David J. Keenan
Vice President and
Corporate Controller
SECOND SUPPLEMENTAL AGREEMENT
DATED OCTOBER 24, 1996
BETWEEN
COMDISCO, INC.
and
NATIONAL WESTMINSTER BANK PLC
as Arranger and Administrative Agent
CREDIT LYONNAIS
DEUTSCHE BANK A.G.
UNION BANK OF SWITZERLAND
as Co-Agents
and
THE BANKS
and
NATIONAL WESTMINSTER BANK
as Facility Agent and
Swingline Agent
relating to an Agreement dated December 30, 1994
providing for a revolving credit facility of up to
U.S. $150,000,000
ALLEN & OVERY
Swiss Bank Tower
10 East 50th Street
New York, NY 10022
1
<PAGE>
THIS SECOND SUPPLEMENTAL AGREEMENT is made on October 24, 1996 between:
(1) COMDISCO, INC. of 6111 North River Road, Rosemont, Illinois 60018
(the "Company") for itself;
(2) NATIONAL WESTMINSTER BANK PLC of 41 Lothbury, London EC2P 2BP as
Arranger and Administrative Agent;
(3) CREDIT LYONNAIS, DEUTSCHE BANK A.G. AND UNION BANK OF SWITZERLAND as
Co-Agents;
(4) THE BANKS listed on the signatory pages to this Supplemental Agreement
as Banks;
(5) NATIONAL WESTMINSTER BANK PLC of 41 Lothbury, London EC2P 2BP as
facility agent, in this capacity, (the "Facility Agent"); and
(6) NATIONAL WESTMINSTER BANK PLC of 175 Water Street, New York,
NY 10038, U.S.A. as swingline agent (in this capacity, the
"Swingline Agent").
WHEREAS:
(A) This Second Supplemental Agreement is supplemental to a facility
agreement dated December 30, 1994 in respect of a revolving credit
facility of up to U.S. $150,000,000 as amended by a first supplemental
agreement dated December 29, 1995 (together, the "Facility Agreement");
(B) at the request of the Company, the Banks have agreed to extend the
existing Commitment Period of the Facility;
(C) the parties to this Second Supplemental Agreement have agreed that
certain other changes shall be made to the terms of the Facility
Agreement, as set out in Clause 2.1 below;
IT IS AGREED as follows:
1. INTERPRETATION
(a) A term defined in the Facility Agreement has, unless this
Supplemental Agreement or the context otherwise requires, the
same meaning when used in this Supplemental Agreement.
(b) Clause 1.2 of the Facility Agreement is deemed to be set out
in this Supplemental Agreement as if references therein to the
Facility Agreement are references to this Supplemental
Agreement.
(c) "Effective Date" means, the date on which the Facility Agent
notifies the Company of the satisfaction of the conditions
precedent set out in Clause 4.
2. AMENDMENTS TO THE FACILITY AGREEMENT
2.1 Subject to the satisfaction of the conditions in Clause 4 below and
as provided in Clause 2.2 and 2.3 below, the Facility Agreement is
amended as follows:
(a) In Clause 1.1 the definitions of "Commitment", "Commitment
Period", "Final Maturity Date" and "Finance Documents" shall
be deleted and replaced with the following:
""Commitment"
in relation to a Bank, means the amount in Dollars set
opposite its name in Schedule 1, to the extent not cancelled
or reduced under this Agreement (including by virtue of any
Bank declining to extend its Commitment pursuant to Clause 2.4
of this Agreement) or increased under this Agreement
(including by virtue of any Bank assuming any additional
Commitment pursuant to Clause 2.4 of this Agreement)."
""Commitment Period"
means, subject to any extension as provided in Clause 2.4,
the period ending on December 29, 1996."
""Final Maturity Date"
means December 29, 1997."
""Finance Documents"
means, any of this Agreement, the Substitution Certificates
and any other document designated as such by the Facility
Agent and the Company."
(b) Clause 2.4 (Extension of Commitment Period) shall be amended
by the deletion of paragraphs (a)and (b) and the replacement
thereof by the following:
"2.4 Extension of Commitment Period
(a) The Company or the Borrowers' Agent may, from time to
time and not earlier than 60 days and not later than
30 days prior to the Expiry Date, request the
Facility Agent to request that the Banks agree to an
extension of the Commitments for an additional period
of 364 days upon the terms and conditions of this
Clause 2.4.
(b) Upon receipt of any such request from the
Company or the Borrowers' Agent, the Facility
Agent shall promptly notify each Bank of such
request. Each Bank shall notify the Facility
Agent not later than 20 days prior to the Expiry
Date if, in its sole discretion, it agrees to
extend its Commitment (or any portion thereof) for
such additional 364-day period; each such notice
from a Bank which agrees to extend its Commitment
(each, an "Extending Bank") shall specify (a)
all or that portion of its Commitment which it is
willing to extend and (b) the amount of any
additional Commitment it would be willing to
assume (with respect to any Extending Bank, an
"Additional Commitment"). Any Bank which fails to
deliver such notice to the Facility Agent shall be
deemed to have declined to renew its Commitment
for such additional 364-day period. After receipt
of such notices, the Facility Agent shall allocate
that portion of the Commitments which was not
extended by the Banks (if any) among each Extending
Bank that requested an Additional Commitment pro
rata according to the respective amounts of their
Additional Commitments (provided that in no event
shall any such Extending Bank be allocated an amount
in excess of its Additional Commitment); the
respective Commitments which the Extending Banks have
agreed to extend (after giving effect to such
allocation) are referred to in this Clause as the
"Renewed Commitments." On the first Business Day
after the 20th day prior to the Expiry Date, the
Facility Agent shall advise the Company in writing
(a "Renewal Notice"), with a copy to each of the
Extending Banks, of the affirmative responses
which it has received from the Extending Banks and
the respective amounts of Renewed Commitments of
each Extending Bank.
(c) If the aggregate amount of the Renewed Commitments is
less than or equal to 50% of the aggregate
Commitments of all Banks then in effect, no extension
of the Commitments of the Extending Banks for an
additional 364-day period shall occur, the Advances
will be due and payable on the Final Maturity Date
(or such earlier date as they would otherwise become
due and payable hereunder) together with all other
amounts due hereunder. If the aggregate amount of the
Renewed Commitments is greater than 50% of the
aggregate Commitments of all Banks then in effect the
following shall occur:
(i) the Commitment of each Bank which is not an
Extending Bank (the "Declining Banks"),
shall terminate on the Expiry Date and all
outstanding Advances of the Declining Banks,
together with interest thereon and all other
amounts then due and payable hereunder to
the Declining Banks, shall be due and
payable on the Expiry Date; and
(ii) so long as no Default or Event of Default
has occurred and is continuing (a)
the Expiry Date will automatically be
deemed extended for an additional period
of 364-days with respect to each Extending
Bank. (b) each Extending Bank's
Commitment will automatically be deemed to
be its Renewed Commitment, (c) if the
aggregate outstanding principal amount of
the Advances of the Extending Banks exceeds
the aggregate Renewed Commitments of the
Extending Banks, the Company shall prepay
the Advances in an amount equal to the
amount of such excess (such prepayments
to be applied to the Advances of each
Extending Bank whose outstanding Advances
exceed its Renewed Commitment in an amount
equal to such excess)."
2.2. Subject to the satisfaction of the condition set out in Clause 4 below,
the amendments to the Facility Agreement in Clause 2.1 shall apply as
between all the Contracting Parties.
2.3 The amendments in Clause 2.1 shall be deemed to be effective on and
from the Effective Date.
3. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Facility Agent and the Banks
on its own behalf that:
(a) Powers and authority: It has the power to enter into and
perform, and has taken all necessary action to authorise the
entry into, performance and delivery of, this Supplemental
Agreement and the transactions contemplated by this
Supplemental Agreement.
(b) Legal Validity: This Supplemental Agreement constitutes its
legal, valid and binding obligation.
(c) Non-conflict: The entry into and performance by it of, and
the transactions contemplated by, this Supplemental Agreement
do not and will not:
(i) conflict with any law or regulation or any official
or judicial order applicable to it; or
(ii) conflict with its constitutive documents; or
(iii) conflict with any document which is binding on it or
any of its assets.
(d) Authorisations: All authorisations, approvals, consents,
licences, exemptions, filings, registrations, notarisations
and other matters, official or otherwise, required or
desirable in connection with the entry into, performance,
validity and enforceability of, and the transactions
contemplated by this Supplemental Agreement have been obtained
or effected (as appropriate) and are in full force and effect.
(e) Material Adverse Change: There has been no material adverse
change in the consolidated financial condition of the Group
since September 30, 1995.
(f) Representations and Warranties in the Facility Agreement: The
representations and warranties set out in Clause 15.1 of the
Facility Agreement are true as if made on the date of this
Supplemental Agreement and as if references in that Clause to
the Facility Agreement were references to the Facility
Agreement as amended by this Supplemental Agreement.
4. CONDITIONS PRECEDENT
(a) Clause 2 above shall come into effect when the Facility Agent
has confirmed to the Company and the Banks (which confirmation
the Facility Agent undertakes to give promptly) that it has
received a legal opinion from any of the Senior Vice President
- Legal, Vice President and General Counsel or Vice President
and Associate General Counsel of the Company, reaffirming the
matters set forth in his opinion delivered pursuant to Clause
4.1(a)(iv) of the Facility Agreement with reference to this
Supplemental Agreement and the Facility Agreement as amended
hereby.
(b) If the above condition is not satisfied on or prior to October
31, 1996 (or such other date as may be agreed between the
Company and the Facility Agent) this Supplemental Agreement
will lapse and (with the exception of Clauses 1, 5 and 6)
shall cease to have any effect.
5. INCORPORATION
(a) This Supplemental Agreement is a Finance Document.
(b) This Supplemental Agreement is deemed to be incorporated as
part of the Facility Agreement.
(c) Except as otherwise provided in this Supplemental Agreement,
the Finance Documents remain in full force and effect.
6. MISCELLANEOUS
The provisions of Clauses 11 (Payments), 22 (Stamp Duties), 23
(Amendments, Waivers, Remedies Cumulative), 30 (Jurisdiction) and 32
(Counterparts) of the Facility Agreement shall apply to this
Supplemental Agreement as though they were set out in this Supplemental
Agreement, but as if references in those Clauses to the Facility
Agreement are references to this Supplemental Agreement.
7. GOVERNING LAW
This Supplemental Agreement is governed by English law.
AS WITNESS the hands of the parties (or their duly authorised representatives)
on the date which appears first on page 1.
<PAGE>
SIGNATORIES
Company
COMDISCO, INC.
By: EDWARD A PACEWICZ
Arranger
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V HODGE
Co-Agents
CREDIT LYONNAIS CHICAGO BRANCH
By: MARY ANN KLEMM
DEUTSCHE BANK A.G.
By: KRYS SZREMSKI By: HANS RODERICH
UNION BANK OF SWITZERLAND
By: ROBERT J VERNA By: ANNA LEE HOM
Banks
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V HODGE
BARCLAYS BANK PLC
By: PAUL C KAVANAGH
UNION BANK OF SWITZERLAND
By: ROBERT J VERNA By: ANNA LEE HOM
CREDIT LYONNAIS CHICAGO BRANCH
By: MARY ANN KLEMM
BHF-BANK
By: PERRY FORMAN By: LINDA PACE
DEUTSCHE BANK AG CHICAGO BRANCH AND/OR CAYMAN ISLANDS BRANCH
By: KRYS SZREMSKI By: HANS RODERICH
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK AND CAYMAN ISLANDS BRANCH
By: RAYMOND K MILLER By: LAURA SPICHIGER
BAYERISCHE VEREINSBANK AG
By: ED C BENNETT By: SYLVIA K CHENG
DRESDNER BANK AG, CHICAGO AND GRAND CAYMAN BRANCHES
By: THOMAS NADRAMAI By: HANS W SCHOLZ
BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AG, NEW YORK BRANCH
By: WOLFGANG HAUGK
NORDDEUTSCHE LANDESBANK GIROZENTRALE
By: STEPHEN K HUNTER By: PETRA FRANK-WITT
<PAGE>
Facility Agent
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V HODGE
Swingline Agent
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V HODGE
<PAGE>
SUPPLEMENTAL AGREEMENT
DATED December 29, 1995
BETWEEN
COMDISCO, INC.
and
NATIONAL WESTMINSTER BANK PLC
as Arranger
CREDIT LYONNAIS
DEUTSCHE BANK AG
UNION BANK OF SWITZERLAND
as Co-Agents
and
THE BANKS
and
NATIONAL WESTMINSTER BANK PLC
as Facility Agent
and
NATIONAL WESTMINSTER BANK PLC
as Swingline Agent
--------------------------------
relating to an Agreement dated
December 30, 1994
providing for a revolving credit facility
of up to U.S.$150,000,000
-------------------------------
1
<PAGE>
THIS SUPPLEMENTAL AGREEMENT is made on December 29, 1995 between:
(1) COMDISCO, INC. (the "Company");
(2) NATIONAL WESTMINSTER BANK PLC as arranger and administrative agent;
(3) CREDIT LYONNAIS, DEUTSCHE BANK AG and UNION BANK OF SWITZERLAND as
Co-Agents;
(4) THE BANKS listed on the signatory pages to this Supplemental Agreement
as Banks;
(5) NATIONAL WESTMINSTER BANK PLC as facility agent (the "Facility Agent");
and
(6) NATIONAL WESTMINSTER BANK PLC as swingline agent(the"Swingline Agent").
WHEREAS:
(A) This Supplemental Agreement is supplemental to a facility agreement
dated December 30, 1994 (the "Facility Agreement");
(B) the Company has requested and the Banks have agreed that the Commitment
Period of the Facility be extended in accordance with Clause 2.4 of the
Facility Agreement with the result that the new Expiry Date is December
13, 1996;
(C) at the request of the Company, the Banks have agreed to extend the
Final Maturity Date of the Facility; and
(D) the parties to this Supplemental Agreement have agreed that certain
changes shall be made to the terms of the Facility Agreement, as set
out in Clause 2.1 below.
IT IS AGREED as follows:
1. INTERPRETATION
(a) A term defined in the Facility Agreement has, unless this
Supplemental Agreement or the context otherwise requires, the
same meaning when used in this Supplemental Agreement.
(b) Clause 1.2 of the Facility Agreement is deemed to be set out
in this Supplemental Agreement as if references therein to the
Facility Agreement are references to this Supplemental
Agreement.
(c) "Effective Date" means, subject to satisfaction of the
conditions precedent set out in Clause 4, December 30, 1995.
2. AMENDMENTS TO THE FACILITY AGREEMENT
2.1 Subject to the satisfaction of the condition in Clause 4 below the
Facility Agreement is amended as follows:
(a) The following new definitions shall be added to Clause 1.1:
"Long Term Debt Rating"
means, on any date, the Company's senior unsecured non
credit-enhanced long term debt rating as determined by a
Rating Agency.
"Rating Agency"
means each of Standard & Poor's Ratings Group and Moody's
Investors Service, Inc..
(c) In Clause 1.1:
the definitions of "CD Margin", "Final Maturity Date" and
"LIBOR Margin" shall be deleted and replaced with the
following:
""CD Margin"
means, in the case of each CD Advance:
(a) where on the applicable Rate Fixing Day the
Company's Long Term Debt Rating is BBB+ or Baa1 or
higher, 0.425 per cent. per annum;
(b) where on the applicable Rate Fixing Day the
Company's Long Term Debt Rating is BBB or Baa2, 0.45
per cent. per annum; and
(c) where on the applicable Rate Fixing Day the
Company's Long Term Debt Rating is BBB- or Baa3 or
lower or is unrated, 0.525 per cent. per annum,
and, where the Company's Long Term Debt Rating as determined
by a Rating Agency is of a different grade to that determined
by the other Rating Agency, the higher of the two ratings
shall apply for the purposes of calculating the applicable CD
Margin."
""Final Maturity Date"
means December 13, 1997."
""LIBOR Margin"
means, in the case of each LIBOR Advance:
(a) where on the applicable Rate Fixing Day the
Company's Long Term Debt Rating is BBB+ or Baa1 or
higher, 0.30 per cent. per annum;
(b) where on the applicable Rate Fixing Day the
Company's Long Term Debt Rating is BBB or
Baa2, 0.325 per cent. per annum; and
(c) where on the applicable Rate Fixing Day the
Company's Long Term Debt Rating is BBB- or Baa3 or
lower or is unrated, 0.40 per cent. per annum.
and, where the Company's Long Term Debt Rating as determined
by one Rating Agency is of a different grade to that
determined by the other Rating Agency, the higher of the two
ratings shall apply for the purposes of calculating the
applicable LIBOR Margin."
(c) Clause 20.1(a) (Facility Fee) shall be deleted and replaced with the
following:
"20.1 Facility Fee
(a) The Company shall pay to the Facility Agent for the account of
each Bank a facility fee in Dollars computed on the amount of
that Bank's Commitment during the period from December 30,
1995 up to and including the Expiry Date for that Bank,
computed at the following rates:
(i) where the Company's Long Term Debt Rating is BBB+
or Baa1 or higher, 0.10 per cent. per annum;
(ii) where the Company's Long Term Debt Rating is BBB or
Baa2, 0.125 per cent. per annum; and
(iii) where the Company's Long Term Debt Rating is BBB- or
Baa3 or lower or is unrated, 0.15 per cent. per annum.
Any change to the rate used in the computation of Facility Fee
shall become effective on the day on which the Company's
revised Long Term Debt Rating is published by the relevant
Rating Agency. Where the Company's Long Term Debt Rating as
determined by one Rating Agency is of a different grade to
that determined by the other Rating Agency, the higher of the
two ratings shall apply for the purposes of calculating the
Facility Fee."
(d) Part I of Schedule 1 (The Banks and Commitments) shall be deleted and
replaced with the form set out in Schedule 1 to this Supplemental
Agreement.
3. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Facility Agent and the Banks
that:
(a) Powers and authority: It has the power to enter into and
perform, and has taken all necessary action to authorise the
entry into, performance and delivery of, this Supplemental
Agreement and the transactions contemplated by this
Supplemental Agreement.
(b) Legal Validity: This Supplemental Agreement constitutes its
legal, valid and binding obligation.
(c) Non-conflict: The entry into and performance by it of,and the
transactions contemplated by, this Supplemental Agreement do
not and will not:
(i) conflict with any law or regulation or any official
or judicial order applicable to it; or
(ii) conflict with its constitutive documents; or
(iii) conflict with any document which is binding on it or
any of its assets.
(d) Authorisations: All authorisations, approvals, consents,
licences, exemptions, filings, registrations, notarisations
and other matters, official or otherwise, required or
desirable in connection with the entry into, performance,
validity and enforceability of, and the transactions
contemplated by this Supplemental Agreement have been obtained
or effected (as appropriate) and are in full force and effect.
(e) Material Adverse Change: There has been no material
adverse change in the consolidated financial condition of the
Group since September 30, 1995.
(f) Representations and Warranties in the Facility Agreement: The
representations and warranties set out in Clause 15.1 of the
Facility Agreement are true as if made on the date of this
Supplemental Agreement and as if references in that Clause to
the Facility Agreement were references to the Facility
Agreement as amended by this Supplemental Agreement.
4. CONDITIONS PRECEDENT
(a) Clause 2 above shall come into effect when the Facility Agent
has confirmed to the Company and the Banks (which confirmation
the Facility Agent undertakes to give promptly) that it has
received a legal opinion from any of the Senior Vice President
- Legal, Vice President and General Counsel or Vice President
and Associate General Counsel of the Company, reaffirming the
matters set forth in his opinion delivered pursuant to Clause
4.1(a)(iv) of the Facility Agreement with reference to this
Supplemental Agreement and the Facility Agreement as amended
hereby.
(b) If the above condition is not satisfied on or prior to January
6, 1996 (or such later date as may be agreed between the
Company and the Facility Agent) this Supplemental Agreement
will lapse and (with the exception of Clauses 1, 5 and 6)
shall cease to have any effect.
5. INCORPORATION
(a) This Supplemental Agreement is a Finance Document.
(b) This Supplemental Agreement is deemed to be incorporated as
part of the Facility Agreement.
(c) Except as otherwise provided in this Supplemental Agreement,
the Finance Documents remain in full force and effect.
6. MISCELLANEOUS
The provision of Clauses 11 (Payments), 22 (Stamp Duties), 23
(Amendments, Waivers, Remedies Cumulative), 30 (Jurisdiction) and 32
(Counterparts) of the Facility Agreement shall apply to this
Supplemental Agreement as though they were set out in this Supplemental
Agreement, but as if references in those Clauses to the Facility
Agreement are references to this Supplemental Agreement.
7. GOVERNING LAW
This Supplemental Agreement is governed by English law.
AS WITNESS the hands of the parties (or their duly authorised representatives)
on the date which appears first on page 1.
<PAGE>
SCHEDULE 1
Schedule 1
PART I - The Underwriters and Commitments
THE BANKS AND COMMITMENTS
Banks Commitments
U.S.$
NATIONAL WESTMINSTER BANK PLC 19,333,333.34
CREDIT LYONNAIS 18,000,000.00
DEUTSCHE BANK AG 18,000,000.00
UNION BANK OF SWITZERLAND 18,000,000.00
BARCLAYS BANK PLC 13,333,333.33
BHF-BANK 13,333,333.33
BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AG, NEW YORK 10,000,000.00
BRANCH
BAYERISCHE VEREINSBANK 10,000,000.00
DRESDNER BANK AG 10,000,000.00
NORDDEUTSCHE LANDESBANK GIROZENTRALE 10,000,000.00
WESTDEUTSCHE LANDESBANK GIROZENTRALE 10,000,000.00
Total Commitments 150,000,000.00
<PAGE>
SIGNATORIES
Company
COMDISCO, INC.
By: EDWARD A. PACEWICZ
Arranger
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
Co-Agents
CREDIT LYONNAIS CHICAGO BRANCH
By: ATTILA KOC
CREDIT LYONNAIS CAYMAN ISLANDS BRANCH
By: ATTILA KOC
DEUTSCHE BANK AG CHICAGO BRANCH AND/OR CAYMAN ISLANDS BRANCH
By: DAVID S. BERGER By: HANS RODERICH
UNION BANK OF SWITZERLAND
By: DENIS J. CAMPBELL IV By: ANDREW TAYLOR
Banks
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
CREDIT LYONNAIS CHICAGO BRANCH
By: ATTILA KOC
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: ATTILA KOC
DEUTSCHE BANK AG CHICAGO BRANCH AND/OR CAYMAN ISLANDS BRANCH
By: DAVID S. BERGER By: HANS RODERICH
UNION BANK OF SWITZERLAND
By: DENIS J. CAMPBELL IV By: ANDREW TAYLOR
BARCLAYS BANK PLC
By: PAUL McALLISTER
BHF-BANK
By: LINDA PACE By: DAVID FRAENKEL
BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AG, NEW YORK BRANCH
By: WOLFGANG H. HAUGK By: WOLFGANG NOVOTNY
BAYERISCHE VEREINSBANK AG
By: ED C. BENNETT By: MARTIN J. O'MALLEY
DRESDNER BANK AG, CHICAGO AND GRAND CAYMAN BRANCHES
By: JOHN D. SINSHEIMER By: WILLIAM J. MURRAY
NORDDEUTSCHE LANDESBANK GIROZENTRALE
By: STEPHEN K. HUNTER By: PETRA FRANK-WITT
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
AND CAYMAN ISLANDS BRANCHES
By: VINCENT J. PORTELLA By: LAURA SPICHIGER
Facility Agent
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
Swingline Agent
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
EIGHTH SUPPLEMENTAL AGREEMENT
DATED December 29, 1995
BETWEEN
COMDISCO, INC.
and
NATIONAL WESTMINSTER BANK PLC
as Arranger and Administrative Agent
CREDIT LYONNAIS
DEUTSCHE BANK AG
UNION BANK OF SWITZERLAND
as Co-Agents
and
THE EXTENDING BANKS
and
NATIONAL WESTMINSTER BANK PLC
as Facility Agent, Tender Panel Agent
and Swingline Agent
and
BARCLAYS BANK PLC
as Letter of Credit Agent
relating to an Agreement dated
June 4, 1991 (as amended by supplemental
agreements dated August 27, 1991, April 20, 1992
September 21, 1992, April 23, l993,
May 9, 1994, August 12, 1994 and December 30, 1994)
providing for a revolving credit facility
of up to U.S.$300,000,000
1
<PAGE>
THIS EIGHTH SUPPLEMENTAL AGREEMENT is made on December 29, 1995 between:
(1) COMDISCO, INC. (the "Company") for itself and on behalf of those
Additional Borrowers party to the Facility Agreement defined below;
(2) NATIONAL WESTMINSTER BANK PLC as Arranger and Administrative Agent;
(3) CREDIT LYONNAIS, DEUTSCHE BANK AG and UNION BANK OF SWITZERLAND as
Co-Agents;
(4) THE BANKS listed on the signatory pages to this Supplemental Agreement
under the heading "Extending Banks";
(5) NATIONAL WESTMINSTER BANK PLC as facility agent, tender panel agent and
swingline agent (the "Facility Agent"); and
(6) BARCLAYS BANK PLC as letter of credit agent.
WHEREAS:
(A) This Supplemental Agreement is supplemental to a facility agreement
dated June 4, 1991 in respect of a revolving credit facility of up to
U.S. $300,000,000 as amended by a supplemental agreement dated August
27, 1991, a second supplemental agreement dated April 20, 1992, a third
supplemental agreement dated September 21, 1992, a fourth supplemental
agreement dated April 23, 1993, a fifth supplemental agreement dated
May 9, 1994, a sixth supplemental agreement dated August 12, 1994 and a
seventh supplemental agreement dated December 30, 1994 (together the
"Facility Agreement");
(B) at the request of the Company, the Extending Banks have agreed to
extend the Final Maturity Date of the Facility; and
(C) the parties to this Supplemental Agreement have agreed that certain
other changes shall be made to the terms of the Facility Agreement, as
set out in Clause 2.1 below.
IT IS AGREED as follows:
1. INTERPRETATION
(a) A term defined in the Facility Agreement has, unless this
Supplemental Agreement or the context otherwise requires, the
same meaning when used in this Supplemental Agreement.
(b) Clause 1.2 of the Facility Agreement is deemed to be set out
in this Supplemental Agreement as if references therein to the
Facility Agreement are references to this Supplemental
Agreement.
(c) "Effective Date" means, subject to satisfaction of the
conditions precedent set out in Clause 4, December 30, 1995.
(d) "Extending Banks" means those parties to this Supplemental
Agreement listed under the heading "Extending Banks" on the
signatory pages.
2. AMENDMENTS TO THE FACILITY AGREEMENT
2.1 Subject to the satisfaction of the condition in Clause 4 below, the
Facility Agreement is amended as follows:
(a) The definition of "Banks" in Clause 1.1 shall include the
Extending Banks.
(b) The following new definitions shall be added to Clause 1.1:
"Long Term Debt Rating"
means, on any date, the Company's senior unsecured non
credit-enhanced long term debt rating as determined by a
Rating Agency.
"Rating Agency"
means each of Standard & Poor's Ratings Group and Moody's
Investors Service, Inc..
(c) In Clause 1.1:
the definitions of "Final Maturity Date", "Underwritten CD
Margin" and "Underwritten LIBOR Margin" shall be deleted and
replaced with the following:
""Final Maturity Date"
in relation to an Underwriter means, subject to Clause 2.4,
December 31, 1998."
""Underwritten CD Margin"
means, in the case of an Underwritten CD Advance:
(a) where on the applicable Rate Fixing Day the Company's
Long Term Debt Rating is BBB+ or Baa1 or higher, 0.40
per cent. per annum;
(b) where on the applicable Rate Fixing Day the Company's
Long Term Debt Rating is BBB or Baa2, 0.425 per cent.
per annum; and
(c) where on the applicable Rate Fixing Day the Company's
Long Term Debt Rating is BBB- or Baa3 or lower or is
unrated, 0.4875 per cent. per annum,
and, where the Company's Long Term Debt Rating as determined
by a Rating Agency is of a different grade to that determined
by the other Rating Agency, the higher of the two ratings
shall apply for the purposes of calculating the applicable
Underwritten CD Margin."
""Underwritten LIBOR Margin"
means, in the case of an Underwritten LIBOR Advance:
(a) where on the applicable Rate Fixing Day the Company's
Long Term Debt Rating is BBB+ or Baa1 or higher,
0.275 per cent. per annum;
(b) where on the applicable Rate Fixing Day the Company's
Long Term Debt Rating is BBB or Baa2, 0.30 per cent.
per annum; and
(c) where on the applicable Rate Fixing Day the Company's
Long Term Debt Rating is BBB- or Baa3 or lower or is
unrated, 0.3625 per cent. per annum.
and, where the Company's Long Term Debt Rating as determined
by one Rating Agency is of a different grade to that
determined by the other Rating Agency, the higher of the two
ratings shall apply for the purposes of calculating the
applicable Underwritten LIBOR Margin."
(c) Clause 24.1(a) (Facility Fee) shall be deleted and replaced with the
following:
"24.1 Facility Fee
(a) The Company shall pay to the Facility Agent for the account of
each Underwriter a facility fee in Dollars computed on the
amount of that Underwriter's Commitment during the period from
December 30, 1995 up to and including the Final Maturity Date
for that Underwriter, computed at the following rates:
(i) where the Company's Long Term Debt Rating is BBB+ or
Baa1 or higher, 0.125 per cent. per annum;
(ii) where the Company's Long Term Debt Rating is BBB or
Baa2, 0.15 per cent. per annum; and
(iii) where the Company's Long Term Debt Rating is BBB- or
Baa3 or lower or is unrated, 0.1875 per cent. per
annum.
Any change to the rate used in the computation of Facility Fee
shall become effective on the day on which the Company's
revised Long Term Debt Rating is published by the relevant
Rating Agency. Where the Company's Long Term Debt Rating as
determined by one Rating Agency is of a different grade to
that determined by the other Rating Agency, the higher of the
two ratings shall apply for the purposes of calculating the
Facility Fee. The amount of such fee payable to an individual
Underwriter shall be reduced by the amount of the facility fee
payable to such Underwriter during that period in respect of
such Underwriter's commitment under the Existing Facility
Agreement or under the Global Agreement (Original)."
(d) Part I (The Underwriters and Commitments) of Exhibit A shall be deleted
and replaced with the form set out in Schedule 1 to this Supplemental
Agreement.
3. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Facility Agent and the Banks
on its own behalf and on behalf of all the Additional Borrowers that:
(a) Powers and authority: It has the power to enter into and
perform, and has taken all necessary action to authorise the
entry into, performance and delivery of, this Supplemental
Agreement and the transactions contemplated by this
Supplemental Agreement.
(b) Legal Validity: This Supplemental Agreement constitutes its
legal, valid and binding obligation.
(c) Non-conflict: The entry into and performance by it of, and
the transactions contemplated by, this Supplemental Agreement
do not and will not:
(i) conflict with any law or regulation or any official
or judicial order applicable to it; or
(ii) conflict with its constitutive documents; or
(iii) conflict with any document which is binding on it or
any of its assets.
(d) Authorisations: All authorisations, approvals, consents,
licences, exemptions, filings, registrations, notarisations
and other matters, official or otherwise, required or
desirable in connection with the entry into, performance,
validity and enforceability of, and the transactions
contemplated by this Supplemental Agreement have been obtained
or effected (as appropriate) and are in full force and effect.
(e) Material Adverse Change: There has been no material
adverse change in the consolidated financial condition of the
Group since September 30, 1995.
(f) Representations and Warranties in the Facility Agreement: The
representations and warranties set out in Clause 19.1 of the
Facility Agreement are true as if made on the date of this
Supplemental Agreement and as if references in that Clause to
the Facility Agreement were references to the Facility
Agreement as amended by this Supplemental Agreement.
(g) Other Borrowers: The other Borrowers are bound by the terms of
this Supplemental Agreement.
4. CONDITIONS PRECEDENT
(a) Clause 2 above and Clause 6 below shall come into effect when
the Facility Agent has confirmed to the Company and the Banks
(which confirmation the Facility Agent undertakes to give
promptly) that it has received a legal opinion from any of the
Senior Vice President - Legal, Vice President and General
Counsel or Vice President and Associate General Counsel of the
Company, reaffirming the matters set forth in his opinion
delivered pursuant to Clause 4.1(a)(vi) of the Facility
Agreement with reference to this Supplemental Agreement and
the Facility Agreement as amended hereby.
(b) If the above condition is not satisfied on or prior to January
6, 1996 (or such later date as may be agreed between the
Company and the Facility Agent) this Supplemental Agreement
will lapse and (with the exception of Clauses 1, 5, 7 and 8)
shall cease to have any effect.
5. INCORPORATION
(a) This Supplemental Agreement is a Finance Document.
(b) This Supplemental Agreement is deemed to be incorporated as
part of the Facility Agreement.
(c) Except as otherwise provided in this Supplemental Agreement,
the Finance Documents remain in full force and effect.
6. MISCELLANEOUS
The provision of Clauses 15 (Payments), 26 (Stamp Duties), 27
(Amendments, Waivers, Remedies Cumulative), 34 (Jurisdiction) and 36
(Counterparts) of the Facility Agreement shall apply to this
Supplemental Agreement as though they were set out in this Supplemental
Agreement, but as if references in those Clauses to the Facility
Agreement are references to this Supplemental Agreement.
7. GOVERNING LAW
This Supplemental Agreement is governed by English law.
AS WITNESS the hands of the parties (or their duly authorised representatives)
on the date which appears first on page 1.
<PAGE>
SCHEDULE 1
PART I - The Underwriters and Commitments
THE UNDERWRITERS AND COMMITMENTS
Banks Commitments
U.S.$
NATIONAL WESTMINSTER BANK PLC 38,666,666.68
CREDIT LYONNAIS 36,000,000.00
DEUTSCHE BANK AG 36,000,000.00
UNION BANK OF SWITZERLAND 36,000,000.00
BARCLAYS BANK PLC 26,666,666.66
BHF-BANK 26,666,666.66
BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AG, NEW YORK 20,000,000.00
BRANCH
BAYERISCHE VEREINSBANK 20,000,000.00
DRESDNER BANK AG 20,000,000.00
NORDDEUTSCHE LANDESBANK GIROZENTRALE 20,000,000.00
WESTDEUTSCHE LANDESBANK GIROZENTRALE 20,000,000.00
Total Commitments 300,000,000.00
<PAGE>
SIGNATORIES
Company
COMDISCO, INC. (on behalf of itself and on behalf of those Additional
Borrowers party to the Facility Agreement)
By: EDWARD A. PACEWICZ
Arranger
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
Co-Agents
CREDIT LYONNAIS CHICAGO BRANCH
By: ATTILA KOC
CREDIT LYONNAIS CAYMAN ISLANDS BRANCH
By: ATTILA KOC
DEUTSCHE BANK AG CHICAGO BRANCH AND/OR CAYMAN ISLANDS BRANCH
By: DAVID S. BERGER By: HANS RODERICH
UNION BANK OF SWITZERLAND
By: DENIS J.CAMPBELL IV By: ANDREW TAYLOR
Extending Banks
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
CREDIT LYONNAIS CHICAGO BRANCH
By: ATTILA KOC
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: ATTILA KOC
DEUTSCHE BANK AG CHICAGO BRANCH AND/OR CAYMAN ISLANDS BRANCH
By: DAVID S. BERGER By: HANS RODERICH
UNION BANK OF SWITZERLAND
By: DENIS J. CAMPBELL IV By: ANDREW TAYLOR
BARCLAYS BANK PLC
By: PAUL McALLISTER
BHF-BANK
By: LINDA PACE By: DAVID FRAENKEL
BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK AG, NEW YORK BRANCH
By: WOLFGANG H. HAUGK By: WOLFGANG NOVOTNY
BAYERISCHE VEREINSBANK AG
By: ED C. BENNETT By: MARTIN J. O'MALLEY
DRESDNER BANK AG, CHICAGO AND GRAND CAYMAN BRANCHES
By: JOHN D. SINSHEIMER By: WILLIAM J. MURRAY
NORDDEUTSCHE LANDESBANK GIROZENTRALE
By: STEPHEN K. HUNTER By: PETRA FRANK-WITT
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK
AND CAYMAN ISLANDS BRANCHES
By: VINCENT J. PORTELLA By: LAURA SPICHIGER
Facility Agent, Tender Panel Agent and Swingline Agent
NATIONAL WESTMINSTER BANK PLC
By: ERNEST V. HODGE
Letter of Credit Agent
BARCLAYS BANK PLC
By: PAUL McALLISTER
